35-2-114. Definitions. As used in this chapter, the following definitions apply:
     (1) "Approved by the members" means approved and ratified by the affirmative vote:
     (a) of a majority of the votes represented and voting:
     (i) at a meeting at which a quorum is present and the affirmative votes constitute a majority of the required quorum;
     (ii) by a written ballot or written consent in conformity with this chapter; or
     (iii) by the affirmative vote, written ballot, or written consent of the majority; and
     (b) that includes the votes of all the members of any class, unit, or grouping that may be required by the articles, bylaws, or this chapter for any specified member action.
     (2) "Articles of incorporation" or "articles" include amended and restated articles of incorporation and articles of merger.
     (3) "Board" or "board of directors" means the board of directors except that a person or group of persons is not the board of directors because of powers delegated to that person or group pursuant to 35-2-414.
     (4) "Bylaws" means the code, codes, or rules, other than the articles, adopted pursuant to this chapter for the regulation or management of the affairs of the corporation, regardless of the name or names by which the code, codes, or rules are designated.
     (5) "Class" refers to a group of memberships that have the same rights with respect to voting, dissolution, redemption and transfer. For the purpose of this section, rights must be considered the same if they are determined by a formula applied uniformly.
     (6) "Corporation" means a public benefit corporation, mutual benefit corporation, or religious corporation.
     (7) "Delegates" means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters.
     (8) "Deliver" includes mail.
     (9) "Directors" means individuals:
     (a) designated in the articles or bylaws or elected by the incorporators and their successors; and
     (b) elected or appointed by any other name or title to act as members of the board.
     (10) "Distribution" means the payment of a dividend or any part of the income or profit of a corporation to its members, directors, or officers.
     (11) "Domestic corporation" means a corporation.
     (12) "Effective date of notice" has the meaning provided in 35-2-115(5).
     (13) "Employee" does not include an officer or director who is not otherwise employed by the corporation.
     (14) "Entity" includes:
     (a) a corporation and foreign corporation;
     (b) a business corporation and foreign business corporation;
     (c) a profit and nonprofit unincorporated association;
     (d) a corporation sole;
     (e) a business trust, an estate, a partnership, a trust, and two or more persons having a joint or common economic interest; and
     (f) a state, the United States, and a foreign government.
     (15) "File", "filed", or "filing" means filed in the office of the secretary of state.
     (16) "Foreign corporation" means a corporation that is organized under a law other than the law of this state and that would be a nonprofit corporation if formed under the laws of this state.
     (17) "Governmental subdivision" includes an authority, county, district, and municipality.
     (18) "Includes" denotes a partial definition.
     (19) "Individual" includes the estate of an incompetent individual.
     (20) "Means" denotes a complete definition.
     (21) (a) "Member" means, without regard to what a person is called in the articles or bylaws, a person or persons who, on more than one occasion and pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors.
     (b) A person is not a member by virtue of any of the following:
     (i) any rights the person has as a delegate;
     (ii) any rights the person has to designate a director or directors; or
     (iii) any rights the person has as a director.
     (22) "Membership" refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws, and this chapter.
     (23) "Mutual benefit corporation" means a domestic corporation designated as a mutual benefit corporation.
     (24) "Notice" means that term as described in 35-2-115.
     (25) "Person" includes any individual or entity.
     (26) "Principal office" means the office, in the state or out of the state, that is designated in the annual report filed pursuant to 35-2-904 as the place where the principal office of a domestic or foreign corporation is located.
     (27) "Proceeding" includes a civil suit and a criminal, administrative, and investigatory action.
     (28) "Public benefit corporation" means a domestic corporation designated as a public benefit corporation.
     (29) "Record date" means the date established under part 5 on which a corporation determines the identity of its members for the purposes of this chapter.
     (30) "Religious corporation" means a domestic corporation designated as a religious corporation.
     (31) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under 35-2-439(2) for custody of the minutes of the directors' and members' meetings and for authenticating the records of the corporation.
     (32) "State", when referring to a part of the United States, includes:
     (a) a state and commonwealth and their agencies and governmental subdivisions; and
     (b) a territory and insular possession, their agencies, and governmental subdivisions of the United States.
     (33) "United States" includes a district, an authority, a bureau, a commission, a department, and any other agency of the United States.
     (34) "Vote" includes authorization by written ballot and written consent.
     (35) (a) "Voting power" means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made.
     (b) The term excludes a vote that is contingent upon the happening of a condition or event that has not occurred at the time.
     (c) When a class is entitled to vote as a class for directors, the determination of voting power of the class must be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.

     History: En. Sec. 1, Ch. 411, L. 1991.